Fourth Quarter 2022 Highlights
- Great Park Venture closed the sale of approximately 42 acres of
commercial land for a purchase price of $240.0 million.
- Great Park Venture distributions and incentive compensation
payments to the Company totaled $66.9 million.
- Gateway Commercial Venture distributions to the Company totaled
$8.6 million.
- Great Park builder sales of 113 homes during the quarter.
- Valencia builder sales of 49 homes during the quarter.
- Renewed the development management agreement with Great Park
Venture through 2024.
- Consolidated revenues of $17.0 million; consolidated net income
of $22.5 million.
- Cash and cash equivalents of $131.8 million as of December 31,
2022.
- Debt to total capitalization ratio of 25.1% and liquidity of
$256.8 million as of December 31, 2022.
2022 Highlights
- Great Park Venture closed the sale of 42 acres of commercial
land, 61 homesites and 22 homes for an aggregate purchase price of
$304.4 million.
- Great Park builder sales of 326 during the year.
- Valencia builder sales of 594 during the year.
- Consolidated selling, general and administrative costs down 29%
from 2021.
- Consolidated revenues of $42.7 million; consolidated net loss
of $34.8 million.
Five Point Holdings, LLC (“Five Point” or the “Company”)
(NYSE:FPH), an owner and developer of large mixed-use planned
communities in California, today reported its fourth quarter and
year-end 2022 results.
Dan Hedigan, Chief Executive Officer, said, “The fourth quarter
was marked by taking the first step in executing on our commercial
land sale strategy, with the sale of a 42 acre site at the Great
Park. We have now demonstrated that our communities have two
potential sources of meaningful land sale revenue – residential and
commercial. While we are well aware that the interest rate and
capital markets environment may impact our land sales in 2023, our
team continues to be focused on our core priorities: generating
revenue; managing our capital spend; and diligently managing our
selling, general and administrative expenses. Execution on these
priorities should generate net positive cash flow for 2023 and
provide the liquidity to allow us to capitalize on the
opportunities that we expect will be available when the markets
stabilize.”
Consolidated Results
Liquidity and Capital Resources
As of December 31, 2022, total liquidity of $256.8 million was
comprised of cash and cash equivalents totaling $131.8 million and
borrowing availability of $125.0 million under our unsecured
revolving credit facility. Total capital was $1.9 billion,
reflecting $2.9 billion in assets and $1.0 billion in liabilities
and redeemable noncontrolling interests.
Results of Operations for the Three Months Ended December 31,
2022
Revenues. Revenues of $17.0 million for the three months
ended December 31, 2022 were primarily generated from management
services. Additionally, we collected $14.2 million in incentive
compensation payments from our development management agreement
with the Great Park Venture.
Equity in earnings from unconsolidated entities. Equity
in earnings from unconsolidated entities was $26.2 million for the
three months ended December 31, 2022. The Great Park Venture closed
the sale of 42 acres of land entitled for commercial use in the
fourth quarter driving net income for the Great Park Venture of
$88.6 million. Our share of the net income from our 37.5%
percentage interest, adjusted for basis differences, was $26.1
million. The Great Park Venture made aggregate distributions to its
members of $157.0 million, of which we received $52.7 million for
our 37.5% percentage interest. Additionally, we recognized $0.2
million in loss from our 75% interest in the Gateway Commercial
Venture. The Gateway Commercial Venture made distributions of
excess cash to its members during the fourth quarter, of which we
received $8.6 million from our 75% interest.
Selling, general, and administrative. Selling, general,
and administrative expenses were $13.1 million for the three months
ended December 31, 2022.
Net income. Consolidated net income for the quarter was
$22.5 million. Net income attributable to noncontrolling interests
totaled $11.2 million, resulting in net income attributable to the
Company of $11.3 million. Net income attributable to noncontrolling
interests represents the portion of income allocated to related
party partners and members that hold units of the operating company
and the San Francisco Venture. Holders of units of the operating
company and the San Francisco Venture can redeem their interests
for either, at our election, our Class A common shares on a
one-for-one basis or cash. In connection with any redemption or
exchange, our ownership of our operating subsidiaries will increase
thereby reducing the amount of income allocated to noncontrolling
interests in subsequent periods.
Results of Operations for the Twelve Months Ended December 31,
2022
Revenues. Revenues of $42.7 million for the twelve months
ended December 31, 2022 were primarily generated from management
services in addition to profit participation revenues received from
Valencia homebuilders.
Equity in earnings from unconsolidated entities. Equity
in earnings from unconsolidated entities was $21.5 million for the
twelve months ended December 31, 2022. The Great Park Venture
generated net income of $69.0 million. Our share of the net income
from our 37.5% percentage interest, adjusted for basis differences,
was $20.4 million. Additionally, we recognized $0.1 million in loss
from our 75% interest in the Gateway Commercial Venture and $1.2
million in earnings from our 10% interest in the Valencia Landbank
Venture.
Selling, general, and administrative. Selling, general,
and administrative expenses were $54.6 million for the twelve
months ended December 31, 2022 compared to $77.1 million for 2021,
a 29% reduction.
Net loss. Consolidated net loss for the year was $34.8
million. Net loss attributable to noncontrolling interests totaled
$19.4 million, resulting in net loss attributable to the Company of
$15.4 million.
Conference Call
Information
In conjunction with this release, Five Point will host a
conference call on Thursday, January 19, 2023 at 5:30 p.m. Eastern
Time. Dan Hedigan, Chief Executive Officer, and Leo Kij, Interim
Chief Financial Officer, will host the call. Interested investors
and other parties can listen to a live Internet audio webcast of
the conference call that will be available on the Five Point
website at ir.fivepoint.com. The conference call can also be
accessed by dialing (877) 451-6152 (domestic) or (201) 389-0879
(international). A telephonic replay will be available starting
approximately two hours after the end of the call by dialing (844)
512-2921, or for international callers, (412) 317-6671. The
passcode for the live call and the replay is 13735390. The
telephonic replay will be available until 11:59 p.m. Eastern Time
on February 2, 2023.
About Five Point
Five Point, headquartered in Irvine, California, designs and
develops large mixed-use planned communities in Orange County, Los
Angeles County, and San Francisco County that combine residential,
commercial, retail, educational, and recreational elements with
public amenities, including civic areas for parks and open space.
Five Point’s communities include the Great Park Neighborhoods® in
Irvine, Valencia® in Los Angeles County, and Candlestick® and The
San Francisco Shipyard® in the City of San Francisco. These
communities are designed to include approximately 40,000
residential homes and approximately 23 million square feet of
commercial space.
Forward-Looking
Statements
This press release contains forward-looking statements that are
subject to risks and uncertainties. These statements concern
expectations, beliefs, projections, plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. When used, the words
“anticipate,” “believe,” “expect,” “intend,” “may,” “might,”
“plan,” “estimate,” “project,” “should,” “will,” “would,” “result”
and similar expressions that do not relate solely to historical
matters are intended to identify forward-looking statements. This
press release may contain forward-looking statements regarding: our
expectations of our future revenues, costs and financial
performance; future demographics and market conditions in the areas
where our communities are located; the outcome of pending
litigation and its effect on our operations; the timing of our
development activities; and the timing of future real estate
purchases or sales. We caution you that any forward-looking
statements included in this press release are based on our current
views and information currently available to us. Forward-looking
statements are subject to risks, trends, uncertainties and factors
that are beyond our control. Some of these risks and uncertainties
are described in more detail in our filings with the SEC, including
our Annual Report on Form 10-K, under the heading “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those anticipated, estimated or projected. We
caution you therefore against relying on any of these
forward-looking statements. While forward-looking statements
reflect our good faith beliefs, they are not guarantees of future
performance. They are based on estimates and assumptions only as of
the date hereof. We undertake no obligation to update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, new information, data or methods, future
events or other changes, except as required by applicable law.
FIVE POINT HOLDINGS,
LLC
CONSOLIDATED STATEMENTS OF
OPERATIONS
(In thousands, except share
and per share amounts)
(Unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2022
2021
2022
2021
REVENUES:
Land sales
$
270
$
129,413
$
913
$
139,500
Land sales—related party
2,983
43,213
7,512
43,286
Management services—related party
13,075
8,839
31,433
39,081
Operating properties
671
750
2,836
2,527
Total revenues
16,999
182,215
42,694
224,394
COSTS AND EXPENSES:
Land sales
(996
)
106,012
(996
)
106,012
Management services
7,889
6,759
20,261
31,459
Operating properties
2,433
1,724
8,230
6,822
Selling, general, and administrative
13,119
17,605
54,591
77,118
Restructuring
—
—
19,437
—
Total costs and expenses
22,445
132,100
101,523
221,411
OTHER INCOME (EXPENSE):
Interest income
381
20
826
94
Miscellaneous
(91
)
(113
)
245
3,720
Total other income (expense)
290
(93
)
1,071
3,814
EQUITY IN EARNINGS (LOSS) FROM
UNCONSOLIDATED ENTITIES
26,167
(2,860
)
21,513
6,188
INCOME (LOSS) BEFORE INCOME TAX
BENEFIT
21,011
47,162
(36,245
)
12,985
INCOME TAX BENEFIT
1,487
330
1,471
325
NET INCOME (LOSS)
22,498
47,492
(34,774
)
13,310
LESS NET INCOME (LOSS) ATTRIBUTABLE TO
NONCONTROLLING INTERESTS
11,221
25,008
(19,371
)
6,742
NET INCOME (LOSS) ATTRIBUTABLE TO THE
COMPANY
$
11,277
$
22,484
$
(15,403
)
$
6,568
NET INCOME (LOSS) ATTRIBUTABLE TO THE
COMPANY PER CLASS A SHARE
Basic
$
0.16
$
0.32
$
(0.22
)
$
0.09
Diluted
$
0.15
$
0.32
$
(0.23
)
$
0.09
WEIGHTED AVERAGE CLASS A SHARES
OUTSTANDING
Basic
68,534,163
67,448,348
68,429,271
67,394,794
Diluted
144,630,573
143,544,758
68,430,212
143,491,204
NET INCOME (LOSS) ATTRIBUTABLE TO THE
COMPANY PER CLASS B SHARE
Basic and diluted
$
0.00
$
0.00
$
(0.00
)
$
0.00
WEIGHTED AVERAGE CLASS B SHARES
OUTSTANDING
Basic and diluted
79,233,544
79,233,544
79,233,544
79,233,544
FIVE POINT HOLDINGS,
LLC
CONSOLIDATED BALANCE
SHEETS
(In thousands, except
shares)
(Unaudited)
December 31, 2022
December 31, 2021
ASSETS
INVENTORIES
$
2,239,125
$
2,096,824
INVESTMENT IN UNCONSOLIDATED ENTITIES
331,594
374,553
PROPERTIES AND EQUIPMENT, NET
30,243
31,466
INTANGIBLE ASSET, NET—RELATED PARTY
40,257
51,405
CASH AND CASH EQUIVALENTS
131,771
265,462
RESTRICTED CASH AND CERTIFICATES OF
DEPOSIT
992
1,330
RELATED PARTY ASSETS
97,126
101,818
OTHER ASSETS
14,676
20,052
TOTAL
$
2,885,784
$
2,942,910
LIABILITIES AND CAPITAL
LIABILITIES:
Notes payable, net
$
620,651
$
619,116
Accounts payable and other liabilities
94,426
115,374
Related party liabilities
93,086
95,918
Deferred income tax liability, net
11,506
12,998
Payable pursuant to tax receivable
agreement
173,068
174,126
Total liabilities
992,737
1,017,532
REDEEMABLE NONCONTROLLING INTEREST
25,000
25,000
CAPITAL:
Class A common shares; No par value;
Issued and outstanding: December 31, 2022—69,068,354 shares;
December 31, 2021—70,107,552 shares
Class B common shares; No par value;
Issued and outstanding: December 31, 2022—79,233,544 shares;
December 31, 2021—79,233,544 shares
Contributed capital
587,733
587,587
Retained earnings
33,386
48,789
Accumulated other comprehensive loss
(2,988
)
(1,952
)
Total members’ capital
618,131
634,424
Noncontrolling interests
1,249,916
1,265,954
Total capital
1,868,047
1,900,378
TOTAL
$
2,885,784
$
2,942,910
FIVE POINT HOLDINGS,
LLC
SUPPLEMENTAL DATA
(In thousands)
(Unaudited)
Liquidity
December 31, 2022
Cash and cash equivalents
$
131,771
Borrowing capacity(1)
125,000
Total liquidity
$
256,771
(1)
As of December 31, 2022, no borrowings or
letters of credit were outstanding on the Company’s $125.0 million
revolving credit facility.
Debt to Total
Capitalization and Net Debt to Total Capitalization
December 31, 2022
Debt(1)
$
625,000
Total capital
1,868,047
Total capitalization
$
2,493,047
Debt to total capitalization
25.1
%
Debt(1)
$
625,000
Less: Cash and cash equivalents
131,771
Net debt
493,229
Total capital
1,868,047
Total net capitalization
$
2,361,276
Net debt to total
capitalization(2)
20.9
%
(1)
For purposes of this calculation, debt is
the amount due on the Company’s notes payable before offsetting for
capitalized deferred financing costs.
(2)
Net debt to total capitalization is a
non-GAAP financial measure defined as net debt (debt less cash and
cash equivalents) divided by total net capitalization (net debt
plus total capital). The Company believes the ratio of net debt to
total capitalization is a relevant and a useful financial measure
to investors in understanding the leverage employed in the
Company’s operations. However, because net debt to total
capitalization is not calculated in accordance with GAAP, this
financial measure should not be considered in isolation or as an
alternative to financial measures prescribed by GAAP. Rather, this
non-GAAP financial measure should be used to supplement the
Company's GAAP results.
Segment Results
The following tables reconcile the results of operations of our
segments to our consolidated results for the three and twelve
months ended December 31, 2022 (in thousands):
Three Months Ended December
31, 2022
Valencia
San Francisco
Great Park
Commercial
Total reportable
segments
Corporate and
unallocated
Total under management
Removal of unconsolidated
entities(1)
Total consolidated
REVENUES:
Land sales
$
270
$
—
$
241,612
$
—
$
241,882
$
—
$
241,882
$
(241,612
)
$
270
Land sales—related party
2,983
—
2,770
—
5,753
—
5,753
(2,770
)
2,983
Home sales
—
—
—
—
—
—
—
—
—
Management services—related party(2)
—
—
12,969
106
13,075
—
13,075
—
13,075
Operating properties
509
162
—
2,147
2,818
—
2,818
(2,147
)
671
Total revenues
3,762
162
257,351
2,253
263,528
—
263,528
(246,529
)
16,999
COSTS AND EXPENSES:
Land sales
(996
)
—
140,574
—
139,578
—
139,578
(140,574
)
(996
)
Home sales
—
—
(1,092
)
—
(1,092
)
—
(1,092
)
1,092
—
Management services(2)
—
—
7,889
—
7,889
—
7,889
—
7,889
Operating properties
2,433
—
—
822
3,255
—
3,255
(822
)
2,433
Selling, general, and administrative
3,057
1,404
2,486
1,088
8,035
8,658
16,693
(3,574
)
13,119
Management fees—related party
—
—
14,653
—
14,653
—
14,653
(14,653
)
—
Total costs and expenses
4,494
1,404
164,510
1,910
172,318
8,658
180,976
(158,531
)
22,445
OTHER (EXPENSE) INCOME:
Interest income
1
1
828
—
830
379
1,209
(828
)
381
Interest expense
—
—
—
(535
)
(535
)
—
(535
)
535
—
Miscellaneous
(91
)
—
—
—
(91
)
—
(91
)
—
(91
)
Total other (expense) income
(90
)
1
828
(535
)
204
379
583
(293
)
290
EQUITY IN EARNINGS FROM UNCONSOLIDATED
ENTITIES
313
—
23
—
336
—
336
25,831
26,167
SEGMENT (LOSS) PROFIT/INCOME BEFORE INCOME
TAX BENEFIT
(509
)
(1,241
)
93,692
(192
)
91,750
(8,279
)
83,471
(62,460
)
21,011
INCOME TAX BENEFIT
—
—
—
—
—
1,487
1,487
—
1,487
SEGMENT (LOSS) PROFIT/NET INCOME
$
(509
)
$
(1,241
)
$
93,692
$
(192
)
$
91,750
$
(6,792
)
$
84,958
$
(62,460
)
$
22,498
(1)
Represents the removal of the Great Park
Venture and Gateway Commercial Venture operating results, which are
included in the Great Park segment and Commercial segment operating
results at 100% of each venture’s historical basis, respectively,
but are not included in our consolidated results as we account for
our investment in each venture using the equity method of
accounting.
(2)
For the Great Park and Commercial
segments, represents the revenues and expenses attributable to the
management company for providing services to the Great Park Venture
and the Gateway Commercial Venture, as applicable.
Twelve Months Ended December
31, 2022
Valencia
San Francisco
Great Park
Commercial
Total reportable
segments
Corporate and
unallocated
Total under management
Removal of unconsolidated
entities(1)
Total consolidated
REVENUES:
Land sales
$
913
$
—
$
270,882
$
—
$
271,795
$
—
$
271,795
$
(270,882
)
$
913
Land sales—related party
7,512
—
12,520
—
20,032
—
20,032
(12,520
)
7,512
Home sales
—
—
40,475
—
40,475
—
40,475
(40,475
)
—
Management services—related party(2)
—
—
31,015
418
31,433
—
31,433
—
31,433
Operating properties
2,146
690
—
8,395
11,231
—
11,231
(8,395
)
2,836
Total revenues
10,571
690
354,892
8,813
374,966
—
374,966
(332,272
)
42,694
COSTS AND EXPENSES:
Land sales
(996
)
—
155,692
—
154,696
—
154,696
(155,692
)
(996
)
Home sales
—
—
29,692
—
29,692
—
29,692
(29,692
)
—
Management services(2)
—
—
20,261
—
20,261
—
20,261
—
20,261
Operating properties
8,230
—
—
2,645
10,875
—
10,875
(2,645
)
8,230
Selling, general, and administrative
13,602
4,087
18,127
4,289
40,105
36,902
77,007
(22,416
)
54,591
Restructuring
—
—
—
—
—
19,437
19,437
—
19,437
Management fees—related party
—
—
53,298
—
53,298
—
53,298
(53,298
)
—
Total costs and expenses
20,836
4,087
277,070
6,934
308,927
56,339
365,266
(263,743
)
101,523
OTHER INCOME (EXPENSE):
Interest income
1
1
1,532
—
1,534
824
2,358
(1,532
)
826
Interest expense
—
—
—
(1,541
)
(1,541
)
—
(1,541
)
1,541
—
Loss on extinguishment of debt
—
—
—
(89
)
(89
)
—
(89
)
89
—
Miscellaneous
245
—
—
—
245
—
245
—
245
Total other income (expense)
246
1
1,532
(1,630
)
149
824
973
98
1,071
EQUITY IN EARNINGS FROM UNCONSOLIDATED
ENTITIES
1,196
—
354
—
1,550
—
1,550
19,963
21,513
SEGMENT (LOSS) PROFIT/LOSS BEFORE INCOME
TAX BENEFIT
(8,823
)
(3,396
)
79,708
249
67,738
(55,515
)
12,223
(48,468
)
(36,245
)
INCOME TAX BENEFIT
—
—
—
—
—
1,471
1,471
—
1,471
SEGMENT (LOSS) PROFIT/NET LOSS
$
(8,823
)
$
(3,396
)
$
79,708
$
249
$
67,738
$
(54,044
)
$
13,694
$
(48,468
)
$
(34,774
)
(1)
Represents the removal of the Great Park
Venture and Gateway Commercial Venture operating results, which are
included in the Great Park segment and Commercial segment operating
results at 100% of each venture’s historical basis, respectively,
but are not included in our consolidated results as we account for
our investments in each venture using the equity method of
accounting.
(2)
For the Great Park and Commercial
segments, represents the revenues and expenses attributable to the
management company for providing services to the Great Park Venture
and the Gateway Commercial Venture, as applicable.
The table below reconciles the Great Park segment results to the
equity in earnings from our investment in the Great Park Venture
that is reflected in the consolidated statements of operations for
the three and twelve months ended December 31, 2022 (in
thousands):
Three Months Ended December
31, 2022
Twelve Months Ended December
31, 2022
Segment profit from operations
$
93,692
$
79,708
Less net income of management company
attributed to the Great Park segment
5,080
10,754
Net income of the Great Park Venture
88,612
68,954
The Company’s share of net income of the
Great Park Venture
33,230
25,858
Basis difference amortization
(7,152
)
(5,414
)
Equity in earnings from the Great Park
Venture
$
26,078
$
20,444
The table below reconciles the Commercial segment results to the
equity in loss from our investment in the Gateway Commercial
Venture that is reflected in the consolidated statements of
operations for the three and twelve months ended December 31, 2022
(in thousands):
Three Months Ended December
31, 2022
Twelve Months Ended December
31, 2022
Segment (loss) profit from operations
$
(192
)
$
249
Less net income of management company
attributed to the Commercial segment
106
418
Net loss of the Gateway Commercial
Venture
(298
)
(169
)
Equity in loss from the Gateway Commercial
Venture
$
(224
)
$
(127
)
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230119005789/en/
Investor Relations: Leo Kij, 949-349-1029 Leo.Kij@fivepoint.com
or Media: Eric Morgan, 949-349-1088 Eric.Morgan@fivepoint.com
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